Exhibit 10(j)
TWELFTH AMENDMENT TO
REVOLVING CREDIT AND TERM LOAN AGREEMENT
This Twelfth Amendment to Revolving Credit and Term Loan
Agreement ("Amendment") dated as of June 30, 1999 by and among 1st
Franklin Financial Corporation ("Company"), First Union National Bank
(successor by merger to CoreStates Bank, N.A.), SouthTrust Bank of
Georgia, N.A. and ▇▇▇▇▇▇ Trust and Savings Bank (each a "Bank" and
collectively, the "Banks"), First Union National Bank (successor by
merger to CoreStates Bank, N.A.), as agent for Banks (in such
capacity, the "Agent") and Fleet Bank, N.A. ("Exiting Bank").
BACKGROUND
A. Company, Banks, Exiting Bank and Agent entered into that
certain revolving Credit and Term Loan Agreement dated as of
October 1, 1985 (as has been and may hereafter be amended or
modified from time to time, the "Loan Agreement") and certain other
instruments, documents and agreements entered into pursuant thereto
(collectively with the Loan Agreement, the "Existing Loan
Documents"). All capitalized terms which are not defined herein
shall have the meaning ascribed thereto in the Loan Agreement.
B. Exiting Bank has expressed a desire to cease being a Bank under
the Loan Agreement and the parties hereto are willing to accommodate
such request and to effectuate such understanding in the manner
hereinafter set forth. The terms of this Amendment are, subject to
the conditions hereinafter set forth, effective as of the date hereof.
NOW THEREFORE, intending to be legally bound, the parties agree
as follows:
1. Releasing of Exiting Bank. As of the date hereof, Agent,
Banks and Company release Exiting Bank from all of its duties and
obligations under the Existing Loan Documents. All references to
"Banks" contained in the Existing Loan Documents are hereby deemed for
all purposes to refer to the above named Banks.
2. Banks' Commitments. Each Bank's Commitment shall be the
total amount of Loans which each Bank has agreed to make to Company,
as set forth opposite each Bank's name on the signature page of this
Amendment. Prior to the effectiveness of this Amendment, Company
shall execute and deliver to Agent an Amended and Restated Revolving
Credit Note in favor of each Bank (in form and substance satisfactory
to Agent).
3. Representations and Warranties. Company warrants and
represents to Agent and Banks that:
a. Prior Representations. By execution of this Amendment,
Company hereby represents and warrants that all warranties and
representations made to Agent and Banks under the Existing Loan Documents
are true and correct in all material respects as of the date hereof.
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b. Authorization. This execution and delivery by Company
of this Amendment and the performance by it of the transactions herein
contemplated (i) are and will be within its powers, (ii) have been
authorized by all necessary corporate action, and (iii) are not and
will not be in contravention of any order of court or other agency of
government, of law or of any indenture, agreement or undertaking to
which Company is a party or by which the property of Company is bound,
or be in conflict with, result in a breach of or constitute (with due
notice and/or lapse of time) a default under any such indenture,
agreement or undertaking, or result in the imposition of any lien,
charge or encumbrance of any nature on any of the properties of
Company by any party other than Agent or Banks.
c. Valid, Binding and Enforceable. This Amendment and
any assignment or other instrument, document or agreement executed and
delivered in connection wherewith, will be valid, binding and enforceable in
accordance with their respective terms subject to bankruptcy, insolvency,
reorganization, moratorium and similar laws of general applicability relating
to or affecting creditors' rights generally and to general equity principles.
d. No Default. There is no Default or Event of Default outstanding
under the Loan Agreement or other Existing Loan Documents.
4. Incorporation into Existing Loan Documents. The parties
acknowledge and agree that this Amendment is incorporated into and made
part of the Existing Loan Documents, the terms and provisions of which,
unless expressly modified herein, are hereby ratified and confirmed and
continue unchanged and in full force and effect. Any future reference to
the Loan Agreement shall mean the Loan Agreement as amended hereby. To the
extent that any term or provision of this Amendment is or may be deemed
expressly inconsistent with any term or provision in the Existing Loan
Documents, the terms and provisions hereof
shall control.
5. Miscellaneous.
a. Headings. The headings of any paragraph of this Amendment are
for convenience only and shall not be used to interpret any provision hereof.
b. Other Instruments. Company shall execute any other documents,
instruments and writings, in form and substance satisfactory to Agent, as
Agent may reasonably request, to carry out the intentions of the parties
hereunder.
c. Governing Law. The terms and conditions of this Amendment
shall be governed by and construed in accordance with the substantive laws
of the Commonwealth of Pennsylvania.
d. Counterparts. This Amendment may be executed in any number of
counterparts each of which shall constitute an original and all of which
taken together shall constitute one and the same instrument. Signature by
facsimile shall bind the parties hereto.
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IN WITNESS WHEREOF, the parties have executed this Amendment the
day and year first above written.
COMPANY: 1ST FRANKLIN FINANCIAL CORPORATION
By: /s/ A. R. ▇▇▇▇▇▇▇
--------------------
Name: A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President / CFO
AGENT: FIRST UNION NATIONAL BANK, successor by
merger to CoreStates, N.A.
By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
--------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
BANKS: FIRST UNION NATIONAL BANK, successor by merger
to CoreStates Bank, N.A.
Commitment By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
$7,000,000 --------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Vice President
SOUTHTRUST BANK OF GEORGIA, N.A.
Commitment By: /s/ R. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
$7,000,000 -------------------------
Name: R. ▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Vice President
▇▇▇▇▇▇ TRUST AND SAVINGS BANK
Commitment By: /s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
$7,000,000 --------------------
Name: ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Title: Managing Director
EXITING LENDER: FLEET BANK, N.A.
By: /s/ ▇▇▇▇▇▇ ▇▇▇▇▇▇
------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇▇▇
Title: Assistant Vice President
AMENDED AND RESTATED REVOLVING CREDIT NOTE
$7,000,000 Dated as of June 30, 1999
FOR VALUE RECEIVED, 1ST FRANKLIN FINANCIAL CORPORATION, a Georgia
corporation ("Company"), promises to pay to the order of FIRST UNION
NATIONAL BANK, successor by merger to CoreStates Bank, N.A. ("Bank"),
at the office of First Union National Bank, successor by merger to
CoreStates Bank, N.A. ("Agent"), at ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in lawful money of the United States
of America, in immediately available funds, the sum of Seven Million
Dollars ($7,000,000) or the amount outstanding on said date of all
Loans made by Bank to Company pursuant to Section 2.01 of the
Agreement hereinafter referred to, as conclusively evidenced by
written endorsement with respect thereto by an officer of Bank upon
the Schedule hereto annexed, whichever is less, in accordance with the
terms and conditions of the Agreement.
Company shall also pay to Bank interest (computed on the basis
of the actual number of days elapsed in a year of 360 days) on the
unpaid principal amount hereof in like money, on the last business day
each of June, September, December and March, in each year, commencing
on the first such dates after the date, hereof, and at maturity until
payment in full at a rate per annum determined daily, equal to one
quarter of one percentage point above the rate of interest for loans
established and publicly announced in Philadelphia, Pennsylvania from
time to time by Agent as its Prime Rate ("Prime Rate"). Interest
shall be payable on any overdue amount of principal at a rate of
interest hereon due to a change in the Prime Rate, but in no event
shall interest be payable at a rate higher than that permitted by
applicable law. Company also argees to pay the Facility Service Fee
and Agent's fee described in the Agreement hereinafter referred to.
The outstanding principal balance of this Note may be prepaid by
Company, in whole or in part, at any time or from time to time, but
any partial prepayment shall not be less than the minimum amount
provided in Section 2.01(a) of the Agreement hereinafter referred to.
As used herein, the term "business day" shall mean a day other
than a Saturday, Sunday or legal bank holiday under the laws of the
Commonwealth of Pennsylvania or the State of New York, and the term
"Immediately Available Funds" shall mean funds which are available for
immediate use by Bank at Bank's office hereinabove set forth not later
than the due date of such payment.
This Note is one of the Notes issued pursuant to that certain
Revolving Credit and Term Loan Agreement dated as of October 1, 1985
among Company, Agent, Bank and the other financial institutions a
party thereto from time to time (as has been amended to date, most
recently of even date herewith pursuant to that certain Twelfth
Amendment to Revolving Credit and Term Loan Agreement and as may
hereafter be amended or modified from time to time, the "Agreement").
Upon the occurrence of any one or more of the Events of Default
specified in the Agreement, the amounts then remaining unpaid on this
Note may be declared to be immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which
are hereby waived by Company and Company shall be further obligated to
reimburse the holder hereof for all reasonable out-of-pocket expenses
of the holder in enforcing or attempting to enforce this Note, all as
provided in the Agreement.
This Note amends and restates but does not extinguish Company's
liabilities and outstanding obligations under Company's Fourth Amended
and Restated Revolving Credit Note dated June 20, 1996 to the order of
Bank in the original principal amount of $6,000,000.
This Note and all rights and obligations hereunder shall be
governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania.
1st FRANKLIN FINANCIAL CORPORATION
By: /s/ A. R. ▇▇▇▇▇▇▇
--------------------
Name: A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President / CFO
AMENDED AND RESTATED REVOLVING CREDIT NOTE
$7,000,000 Dated as of June 30, 1999
FOR VALUE RECEIVED, 1ST FRANKLIN FINANCIAL CORPORATION, a Georgia
corporation ("Company"), promises to pay to the order of ▇▇▇▇▇▇ TRUST
AND SAVINGS BANK ("Bank"), at the office of First Union National
Bank, successor by merger to CoreStates Bank, N.A. ("Agent"), at
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in lawful money
of the United States of America, in immediately available funds, the
sum of Seven Million Dollars ($7,000,000) or the amount outstanding on
said date of all Loans made by Bank to Company pursuant to Section
2.01 of the Agreement hereinafter referred to, as conclusively
evidenced by written endorsement with respect thereto by an officer of
Bank upon the Schedule hereto annexed, whichever is less, in
accordance with the terms and conditions of the Agreement.
Company shall also pay to Bank interest (computed on the basis
of the actual number of days elapsed in a year of 360 days) on the
unpaid principal amount hereof in like money, on the last business day
each of June, September, December and March, in each year, commencing
on the first such dates after the date, hereof, and at maturity until
payment in full at a rate per annum determined daily, equal to one
quarter of one percentage point above the rate of interest for loans
established and publicly announced in Philadelphia, Pennsylvania from
time to time by Agent as its Prime Rate ("Prime Rate"). Interest
shall be payable on any overdue amount of principal at a rate of
interest hereon due to a change in the Prime Rate, but in no event
shall interest be payable at a rate higher than that permitted by
applicable law. Company also agrees to pay the Facility Service Fee
and Agent's fee described in the Agreement hereinafter referred to.
The outstanding principal balance of this Note may be prepaid by
Company, in whole or in part, at any time or from time to time, but
any partial prepayment shall not be less than the minimum amount
provided in Section 2.01(a) of the Agreement hereinafter referred to.
As used herein, the term "business day" shall mean a day other
than a Saturday, Sunday or legal bank holiday under the laws of the
Commonwealth of Pennsylvania or the State of New York, and the term
"Immediately Available Funds" shall mean funds which are available for
immediate use by Bank at Bank's office hereinabove set forth not later
than the due date of such payment.
This Note is one of the Notes issued pursuant to that certain
Revolving Credit and Term Loan Agreement dated as of October 1, 1985
among Company, Agent, Bank and the other financial institutions a
party thereto from time to time (as has been amended to date, most
recently of even date herewith pursuant to that certain Twelfth
Amendment to Revolving Credit and Term Loan Agreement and as may
hereafter be amended or modified from time to time, the "Agreement").
Upon the occurrence of any one or more of the Events of Default
specified in the Agreement, the amounts then remaining unpaid on this
Note may be declared to be immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which
are hereby waived by Company and Company shall be further obligated to
reimburse the holder hereof for all reasonable out-of-pocket expenses
of the holder in enforcing or attempting to enforce this Note, all as
provided in the Agreement.
This Note amends and restates but does not extinguish Company's
liabilities and outstanding obligations under Company's Second Amended
and Restated Revolving Credit Note dated June 20, 1996 to the order of
Bank in the original principal amount of $5,000,000.
This Note and all rights and obligations hereunder shall be
governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania.
1st FRANKLIN FINANCIAL CORPORATION
By: /s/ A. R. ▇▇▇▇▇▇▇
--------------------
Name: A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President / CFO
AMENDED AND RESTATED REVOLVING CREDIT NOTE
$7,000,000 Dated as of June 30, 1999
FOR VALUE RECEIVED, 1ST FRANKLIN FINANCIAL CORPORATION, a Georgia
corporation ("Company"), promises to pay to the order of SOUTHTRUST
BANK OF GEORGIA, N.A.("Bank"), at the office of First Union National
Bank, successor by merger to CoreStates Bank, N.A. ("Agent"), at
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ in lawful money
of the United States of America, in immediately available funds, the
sum of Seven Million Dollars ($7,000,000) or the amount outstanding on
said date of all Loans made by Bank to Company pursuant to Section
2.01 of the Agreement hereinafter referred to, as conclusively
evidenced by written endorsement with respect thereto by an officer of
Bank upon the Schedule hereto annexed, whichever is less, in
accordance with the terms and conditions of the Agreement.
Company shall also pay to Bank interest (computed on the basis
of the actual number of days elapsed in a year of 360 days) on the
unpaid principal amount hereof in like money, on the last business day
each of June, September, December and March, in each year, commencing
on the first such dates after the date, hereof, and at maturity until
payment in full at a rate per annum determined daily, equal to one
quarter of one percentage point above the rate of interest for loans
established and publicly announced in Philadelphia, Pennsylvania from
time to time by Agent as its Prime Rate ("Prime Rate"). Interest
shall be payable on any overdue amount of principal at a rate of
interest hereon due to a change in the Prime Rate, but in no event
shall interest be payable at a rate higher than that permitted by
applicable law. Company also agrees to pay the Facility Service Fee
and Agent's fee described in the Agreement hereinafter referred to.
The outstanding principal balance of this Note may be prepaid by
Company, in whole or in part, at any time or from time to time, but
any partial prepayment shall not be less than the minimum amount
provided in Section 2.01(a) of the Agreement hereinafter referred to.
As used herein, the term "business day" shall mean a day other
than a Saturday, Sunday or legal bank holiday under the laws of the
Commonwealth of Pennsylvania or the State of New York, and the term
"Immediately Available Funds" shall mean funds which are available for
immediate use by Bank at Bank's office hereinabove set forth not later
than the due date of such payment.
This Note is one of the Notes issued pursuant to that certain
Revolving Credit and Term Loan Agreement dated as of October 1, 1985
among Company, Agent, Bank and the other financial institutions a
party thereto from time to time (as has been amended to date, most
recently of even date herewith pursuant to that certain Twelfth
Amendment to Revolving Credit and Term Loan Agreement and as may
hereafter be amended or modified from time to time, the "Agreement").
Upon the occurrence of any one or more of the Events of Default
specified in the Agreement, the amounts then remaining unpaid on this
Note may be declared to be immediately due and payable without
presentment, demand, protest or other notice of any kind, all of which
are hereby waived by Company and Company shall be further obligated to
reimburse the holder hereof for all reasonable out-of-pocket expenses
of the holder in enforcing or attempting to enforce this Note, all as
provided in the Agreement.
This Note amends and restates but does not extinguish Company's
liabilities and outstanding obligations under Company's Second Amended
and Restated Revolving Credit Note dated June 20, 1996 to the order of
Bank in the original principal amount of $5,000,000.
This Note and all rights and obligations hereunder shall be
governed by and construed in accordance with the laws of the
Commonwealth of Pennsylvania.
1st FRANKLIN FINANCIAL CORPORATION
By: /s/ A. R. ▇▇▇▇▇▇▇
--------------------
Name: A. ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Vice President / CFO